BRAZIL Law and Practice Contributed by: Valeska Teixeira Zanin Martins, Carla Costa Carneiro da Silveira, Carlos Henrique Sousa Dias, João Victor Orlandi Zanetti Della Penna and Renato Bastos Abreu, Zanin Martins Advogados
2.3 Financial Record-Keeping Brazilian law criminalises the falsification or omis - sion of information in corporate records. Article 177 of the Penal Code prohibits falsifying or concealing accounting data that may harm shareholders or third parties. The Corporations Law (Law No. 6.404/1976) and Securities Law (Law No. 6.385/1976) also hold companies and executives liable for inaccurate finan - cial disclosures, subject to administrative sanctions by the Securities Commission (CVM). Additionally, the Clean Company Act (Law No. 12.846/2013) applies to entities that use false records or documents in corrup - tion schemes. 2.4 Public Officials The Penal Code criminalises various forms of miscon - duct by public officials, including embezzlement or misappropriation of public funds (Article 312), improp - er use of public resources (Article 315), and favourit - ism or abuse of office ( prevaricação , Article 319). The Administrative Improbity Law (Law No. 8.429/1992, as amended by Law No. 14.230/2021), also establishes civil and administrative sanctions such as fines, loss of office, suspension of political rights and prohibition from contracting with the public sector. 2.5 Intermediaries Brazilian law holds individuals and companies lia - ble for offences committed through intermediaries. According to Article 29 of the Penal Code, anyone who participates in, assists with or induces a criminal act is treated as a principal offender. Likewise, under the Clean Company Act (Law No. 12.846/2013), com - panies are strictly liable for corrupt acts performed in their benefit by employees, officers, or third parties such as agents or consultants. This prevents organi - sations from evading responsibility by using interme - diaries to commit unlawful acts. 2.6 Lobbyists Lobbying activities in Brazil are not yet regulated at the federal level. There is no national law requiring reg - istration of lobbyists or mandatory disclosure of meet - ings with public officials. However, draft bills under discussion in Congress, such as Bill No. 1.202/2007 and Bill No. 4.391/2021, would establish transpar - ency rules for the representation of private interests before public authorities. Some state and municipal
governments – including those of São Paulo, Minas Gerais and Brasília – have adopted limited local regu - lations that require disclosure of lobbying activities within their jurisdictions. In practice, lobbying in Brazil is indirectly governed by existing ethics, transparency and anti-corruption laws, which prohibit undue influ - ence, bribery or conflicts of interest in public decision- making.
3. Scope of Application 3.1 Limitation Period
The limitation period for corruption offences in Brazil varies according to the maximum penalty provided in the Penal Code (Article 109). Crimes such as bribery, embezzlement and influence-peddling generally pre - scribe within 12 to 16 years, depending on the sen - tence. The period is interrupted by acts such as the filing or receipt of an indictment and may be reduced by half if the offender was under 21 at the time of the offence or over 70 at sentencing. For companies, the Clean Company Act (Law No. 12.846/2013) sets a five-year limitation period from the date the miscon - duct became known. 3.2 Geographical Reach of Applicable Legislation Brazil’s anti-corruption laws apply mainly to offences committed within national territory, as established by Article 5 of the Penal Code, but also have extraterrito - rial reach in specific cases. Under Articles 7 and 337- B, Brazil may prosecute acts of bribery committed abroad by Brazilian citizens or companies, or when the offence produces effects in the country. The Clean Company Act (Law No. 12.846/2013) likewise applies to Brazilian companies involved in corruption against foreign public administrations, ensuring compliance with international conventions such as the OECD Anti- Bribery Convention and the UNCAC. 3.3 Corporate Liability Brazil provides for corporate liability in corrup - tion cases under the Clean Company Act (Law No. 12.846/2013), which holds companies strictly liable – regardless of intent – for acts of bribery or miscon - duct committed in their benefit by employees, officers or third parties. This liability operates independently
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